SEC Form 4 · accession 0001209191-15-059009
HUDSON VALLEY HOLDING CORP · HVB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John M Swadba
Other
Period of report
Jun 30, 2015
Accepted (ET)
Jul 2, 2015 · 5:16 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000722256
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jun 30, 2015 | F | 1,090 | — | D | 3,655 | D | |
| Common StockF4,F2 | Jun 30, 2015 | F | 239 | — | D | 3,416 | D | |
| Common StockF5 | Jun 30, 2015 | D | 3,416 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF6,F7 | $0.00 | Jun 30, 2015 | A | 2,658 | A | — | — | Common Stock | 2,658 | 2,658 | D |
| Restricted Stock UnitsF8,F6,F7 | $0.00 | Jun 30, 2015 | D | 2,658 | D | — | — | Common Stock | 2,658 | 0 | D |
| Restricted StockF6,F7 | $0.00 | Jun 30, 2015 | A | 969 | A | — | — | Common Stock | 969 | 969 | D |
| Restricted StockF8,F6,F7 | $0.00 | Jun 30, 2015 | D | 969 | D | — | — | Common Stock | 969 | 0 | D |
Explanation of responses
- F1Accelerated vesting of 3,000 shares of Restricted Stock that were scheduled to vest as follows: 750 shares on 07/26/2015 and 1,125 shares on each of 07/26/2016 and 07/26/2017. The vesting of these shares was accelerated on June 30, 2015 in connection with the consummation of the merger of the Issuer with and into Sterling Bancorp. Of the total of 3,000 shares that vested, 1,090 shares were withheld for the payment of taxes.
- F2Price calculated as the product of (i) the market value of $14.714 per share of Sterling Bancorp common stock on the effective date of the merger (with such market value calculated as the average of the closing sales price of Sterling Bancorp common stock on the New York Stock Exchange for the five trading days ending on the day preceding the closing date of the merger (the "Market Value of Sterling Common Stock")) multiplied by (ii) the exchange ratio of 1.92 shares of Sterling Bancorp common stock for each share of Issuer common stock.
- F3Includes 969 shares of Restricted Stock which vest over 3 years on the anniversary of the grant commencing 02/20/2015, at a rate of 33.3% for each year (323 shares vested on 02/20/2015 and 323 shares will vest on each of 02/20/2016 and 02/20/2017).
- F4Accelerated vesting of 646 shares of Restricted Stock that were scheduled to vest as follows: 323 shares on each of 02/20/2016 and 02/20/2017. The vesting of these shares was accelerated on June 30, 2015 in connection with the consummation of the merger of the Issuer with and into Sterling Bancorp. Of the total of 646 shares that vested, 239 shares were withheld for the payment of taxes.
- F5Disposed of pursuant to the Agreement and Plan of Merger between the Issuer and Sterling Bancorp (the "Merger Agreement") in exchange for 6,558 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $10.59 in lieu of a fractional share of Sterling Bancorp common stock.
- F6Restricted Stock Units are convertible into common stock on a one-for-one basis.
- F7Accelerated vesting of previously granted Restricted Stock Units that was contingent upon the achievement of specified performance criteria. The specified performance criteria are deemed to have been met as a result of the merger.
- F8Cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to the product of (i) the number of shares of Issuer common stock subject to the Restricted Stock Unit multiplied by (ii) the product of (a) the exchange ratio of 1.92 shares of Sterling Bancorp common stock for each share of Issuer common stock multiplied by (b) the Market Value of Sterling Common Stock.